Uthgerd the Reforged Part 1: Troublesome Company
by Banders
Summary: Uthgerd finds herself traveling with an unexpected ally, and even more so, spending time with him brings about new feelings. Part one of a series. Finally finished


The woman sat up on the bedroll, sweat trickling down her face as she shook her head in a feeble attempt to clear her mind. It wasn't usually this hard to sleep, but the lack of mead was taking its toll on her. She turned to look at her traveling companion, a young Breton, still fast asleep up against a tree. He must've gotten used to this, her waking up in the middle of the night, as he didn't stir like he did the first time it'd happened. He was worried the first time, asking what was wrong, and she had to do her best to wave it off without making a fuss about it.

He was always so nice, even to people he hardly knew. She couldn't count how many beggars he'd given a handful of Septims to, and she didn't want to. Every septim he gave away she saw as a waste. Why give them something for nothing? She'd been taught to work for her pay, and she did, every time they'd gone into an old ruin or dark cave she'd fought tooth and nail to keep her companion safe, and he'd always given her the first pick of loot. Probably because he knew she'd go straight for the weapons or armor and skip over the stuff he liked, the dried alchemical ingredients, or the ancient bottled potions.

At first she'd hated him, the day he beat her in a fistfight was the day she felt truly worthless as a warrior.

Uthgerd the Unbroken... Broken by a milkdrinking mageling.

It had infuriated her, this barely old enough poncy boy wearing crisp robes was her companion, and even worse than that, people seemed to love him. There wasn't a town they went into where the younger man didn't have girls fawning over him, or where he managed to make friends with the hardiest looking men. Gods, half the inns they stayed at gave them rooms free of charge, mostly due to him performing some kind of job they couldn't like mixing a certain potion, or mending a wound someone sustained from heavy labor.

She had to admit though, she'd come to respect him after they'd gotten into a scrape with bandits at a crossroads. She'd received an arrow, right in the underarm gap of her plate that had stunned her just long enough for another bandit to line up a thrust right at her face. A thrust that never came as the boy intercepted it, took the blade right into his gut for her, and still managed to light the bandit on fire with his magic. It was a frantic struggle after the bandit went down as she dug through his satchel to find one of those potions he coveted, and to pour it down his throat without choking him. Thankfully though, it worked, and he lived through that with only a few days of limping.

She remembered what he said after the fight, after she'd asked him why he took it.

"Because we're friends Uthgerd, friends keep each other safe,"

Ever since then she'd been nicer to him, not outrightly so, but kinder than before. No more hurtful comments, hateful stares, or 'accidental trips'. She'd gained respect for him she guessed, even though he was a mageling, he was still an honorable mageling. He didn't sneak about or use any of that 'necromancy' business, instead on several occasions they'd rooted out necromancers when he'd felt the presence of magic nearby.

Still though... He was a very strange boy. Very... Feminine in appearance. Most men in Skyrim had scars, muscles, and large beards, but the younger boy was very smooth skinned, seemingly like he hadn't had even grown the slightest amount of fuzz on his face. He also had the shiniest hair she'd ever seen, and it almost matched her own in length. He was awfully skinny as well, this real lean frame that made his burnt orange robes look almost one size too big. Originally she thought he was poor, and hadn't been eating much, until she started traveling with him. They ate hearty every night, whether it be packed rations he'd bought for travel, meals at the inns, or animals he'd caught in these elaborate snares he created.

"Are you alright Uthgerd?"

He'd woken up, and caught her staring at him, lost in her thoughts. A slight blush crossed her face as she embarassedly looked away toward the moon in the distance.

"Yea, I'm fine, was just looking at the sky is all,"

"O-Oh okay, jus' thought something was wro-"

His sentence remained unfinished as he fell back into deep sleep.

Uthgerd inwardly cursed at herself, why in Oblivion did she blush when he looked at her? She was a warrior, forged in the fires of battle, fearless against any enemy. Yet, when he looked at her with such compassion in his eyes, like he was truly afraid she could be in trouble...

Warm... It felt warm inside her. She couldn't pick out where exactly, but somewhere in her it felt warm when he gave her that look.

Damn it all, she thought as she laid back on the bedroll, trying vainly to get some sleep before they continued on their journey in the morning.

* * *

Morning came quick and after a light breakfast the duo continued on their quest. During a stay in Riften the young mage had met a woman named Mjoll who spoke of a sword she lost in a ruin called Mzinchaleft, and he'd decided to return it to her. Of course, he wasn't doing this primarily out of kindness, he'd admitted to Uthgerd after they'd left that he was more interested in gathering artifacts from the ancient Dwemer city. Now they found themselves wandering the woods outside Dawnstar looking for any indication of their destination.

After an hour of searching Uthgerd felt her ire rising. It felt like a wild skeever chase that, in all honesty, she didn't feel like participating in.

"Are you sure this is the way Lewin? It feels like we're chasing shadows,"

He turned to her, seemingly oblivious to her angry tone, and smiled back at her with his eyes closed.

"We're close Uthgerd, don't worry, I can feel residual magicka somewhere nearby,"

She scoffed audibly, her disbelief aired to all, as she kicked at a pile of dirt. He'd talked about this kind of thing before, this 'residual magicka' crap, but she didn't buy it.

"How can you tell? I mean, I can't feel a damn thing except the cold,"

She crossed her arms in frustration, greatsword bouncing on her back.

"Well... Are you trained in magic?"

His question hit her like a rock to the face, serving only to further anger her.

"Well no, but why shouldn't I feel the same things you do? I don't need to be a mage to be hurt by magic,"

She huffed slightly, turning her head to the side, looking at him out of the corner of her eye.

"Well, being hurt by magic and feeling residual magicka are two very different things. Just like being hurt by a greatsword and wielding one effectively. I've been around magic so much that I've become able to feel how it affects the world around it from how it warps the air slightly to how it affects the wildlife,"

He stated it all very matter-of-factly, accentuating his point with gestures from his gloved hands, and with a gentle smile on his face that matched the soft look in his eyes. As hard as she tried, Uthgerd couldn't get help but calm down at his explanation. He was right in the end, expecting someone who'd never cast a spell in their life to recognize ancient remainders of potent magic was the same as expecting someone who'd never wielded a sword in their life to pick one up and spar like one of the best. She sighed,continuing her 'search' for the trail to Mzinchaleft, though she was really just following him and hoping he'd find the damn place soon.

She quickly found herself getting lost in the act of watching her companion from behind, noting that his robe seemed tight around his bottom, and finding that his hair seemed to float in the wind like tall grass. She caught herself admiring him after a few minutes, mentally slapping herself for acting like those young maidens in the cities. Fawning over him at the inn, or watching him from the distance at market stalls. It bothered her, made her angry at the attention they showered him with. She didn't know exactly why the attention bugged her so, but damned if didn't make her blood boil.

"Ah! Here we ar-," Lewin's sentence cut short as he brought both gloved hands up, projecting a circular blue ward, blocking an arrow heading straight for his head.

"Get out of here!" the man who'd fired it screamed from his position at the base of a giant stone wall.

"Well, the good thing is, we found the ruin," Lewin said happily, turning his head towards Uthgerd.

"Yeah, but now we have to kill these damned bandits," Uthgerd replied irritatedly, drawing the large sword off her back.

"I thought you liked fighting though?" Lewin questioned as Uthegerd charged past him.

* * *

Uthgerd grunted as she slid the dead body off her greatsword with her boot. The duo didn't have much trouble dispatching the motley crew of bandits guarding the entrance, and the only thing stopping them from entering the ruin was Lewin' insistence on rummaging through crates that'd been placed in two identical towers beside the entrance.

"Lewin! Quit running through that crap and get down here!" she shouted at him.

This was one of the things that frustrated her, his overly-inquisitive nature, and unwillingness to leave a stone unturned. Rarely it turned out to be useful, like when he'd uncovered a long lost chest, but even on those occasions it still bothered her. They weren't there for chunks of warped metal, they were looking for artifacts, gems, ore, and the like.

"S-sorry, I'm coming," he exclaimed, jogging down the smooth stone ramp, and chuckling as he hopped down the steps past her on the way to the door.

"Race you!" he cheerfully called back to her, knowing that in her armor she wouldn't catch him in time.

"You little skeever!" she shouted as she started running after him, stopping a few feet from him as he touched the door with one gloved hand.

"I win! I get first pick of stuff this time!" he cheerfully shouted, pumping one fist in the air triumphantly.

"What?! That doesn't count, you had a head start! Cheater!" she yelled at him.

"Maybe, but I still won. Besides, you always get first pick anyway," he pouted at her.

Stendarr's mercy, the way his hazel colored eyes looked in conjunction with that pout brought that warm feeling back again, quickly replaced with anger as she caught herself staring at his face.

"I guess... You can pick first. Just this once though!" she conceded with a sigh.

As he cheered loudly and began opening the door Uthgerd slapped herself internally for what felt like the hundredth time. It seemed that one sad look from that boy could have her walking on air like a Khajiit high on Moon Sugar. It was a feeling she wasn't used to, and quite frankly, one that she hated. Stewing in her mild self-hate, she followed Lewin into the Dwemer ruin, plated boots loudly clomping on the stonework in contrast to the mages almost silent footsteps.

The duo's lighthearted mood prior to entering quickly became one of slight dread as they noticed several shattered Dwemer constructs along with a handful of slain bandits. Crouching next to one of the unfortunate criminals, Uthgerd noticed he hadn't been slain by the constructs integrated weapons, but by something that had cauterized the wound as it'd been inflicted.

"It's magic, I think that's what I detected," Lewin stated, suddenly appearing over Uthgerd's shoulder, causing her eyes to go wide with shock.

She immediately stood up straight, almost knocking Lewin over in the process, that warm feeling becoming apparent again. She moved down the hall a few steps to a small table that'd been knocked aside in the apparent scuffle.

"What do you think? Maybe some other treasure hunter got here before us?"

Lewin moved next to her again, one gloved hand casually rolling the wooden table, investigating the chunks cut out of it be some weapon. Again, the invasive feeling began to rise in her stomach, sending warm relaxation through her. Fortunately, it rescinded as Lewin began to continue without her, moving past the ruined camp, and onward down the hall. As she followed him deeper into the ruin she noticed more corpses, both of constructs and bandits. This time a few of the bandits bore wounds not caused the mysterious magical blade, but by the jagged talons of the spider-workers or the short bolts fired from the arm-bows of spheres.

"This is odd, very odd, both the bandits and constructs were slain by this blade. Which means one person came through here," Lewin proclaimed to no one in particular.

"Whoever it is, they must be a fierce warrior," Uthgerd idly commented.

Lewin nodded, running his hand over the remains of a sphere, before quickly plunging into it's core and extracting a shining bluish-purple gem.

"It seems like this person isn't very familiar with magical constructs though, which is good,"

He dropped the gem into a pouch in his satchel with a grin as he continued down the hall past another small camp made by the raiders, and stopping abruptly as he found a door leading to what could very well be some treasure. Uthgerd watched as he ran his hands over it, feeling every inch that he could reach, before reeling back and rubbing his chin in thought.

"It's locked," he stated after a few minutes.

This surprised Uthgerd, as she'd expected him to say something about magical traps or ancient lore.  
"W-What?! That's it? No magical mystical dwemer junk barring us? Just a simple lock?" she incredulously stated, throwing her hands above her head in anger.

"Um... Yes?" Lewin responded quietly.

"Well... Pick it then!" she shouted at him.

Fifteen minutes later the door swung open and the two individuals entered. It was a bedroom, complete with a stone desk and twin beds behind a golden wall that almost completely bisected the room horizontally. The desk had a broken spider-worker on it, and several books splayed out around the construct. Lewin quickly began thumbing through them, eyes scanning the text in fascination, while Uthgerd poked at the worker corpse with one gauntlet encased hand.

"I suppose we should rest here for a while," Lewin suddenly stated as he sat on the metal stool.

"What? It's barely midday Lewin! We should move on and find the treasure before the other hunter does,"

Lewin huffed quietly before handing Uthgerd a leather-bound journal.

"This is the journal of the person I'm guessing hired these bandits. I need time to check this, and the other texts to see if they've disarmed or encountered any traps. Unless you want to charge in blind and wake up a centurion?"

Again, as much as she hated to admit it, the boy was right. She'd encountered those traps before when they'd been to other ruins, and she'd nearly taken a ballista bolt due to carelessness. Grunting in frustration, she set her greatsword up against the wall and laid on one of the beds.

At least she could get some sleep to make up for the time she'd lost waking up the previous night.

* * *

The chill of the ruin woke her with a start, chasing away the fuzzy images of her nightmares, and replacing them with a slightly more disturbing sight.

She was alone.

The desk Lewin was previously sitting at was now empty, various journals left half open amongst other implements. Uthgerd idly ran her hands over them, skimming over the open pages, until she found one that struck her fancy. It was a small journal, set aside from the other books, bound in black leather.

It was his...

A small smirk crossed her face as she pulled her gauntlets off and picked it up. As she skimmed through the pages she noticed her name appeared more than a few times, and that warm feeling began to encroach itself on her again as she read a certain entry.

"I took a wound for her today, it hurt really bad, but it was worth it. She could've died and that would mean I'd be alone again. I don't want that, it'd be like High Rock again, and I still have dreams about that place. She's being nicer now though, maybe she likes me now? That'd be nice, I like her too,"

Before Uthgerd knew it, the smirk grew into a smile as she read his innermost thoughts. She didn't know he liked her, Stendarr's mercy, she expected the complete opposite with the way she'd treated him in the past. It was nice to know his feelings, despite learning them by less than reputable means, but still it brought that thrice-damned feeling on her.

Funny though... She didn't seem to reject it as much as before.

Her reverie was broken by the sound of a bottle clanging onto stone. Placing the journal back on the desk in a rush, Uthgerd quickly re-armed herself and retrieved her greatsword, fearing that Lewin might've found himself in a Dwemer trap. Which honestly wasn't likely, as the diminutive mage could spot a tripwire on a moonless night.

It didn't take long to find him, he'd apparently made his way back to the small campfire, and had passed out on the stone floor. Uthgerd chuckled lightly as she recognized exactly why he'd passed out, a bottle of Alto wine being the cause of the offending noise from earlier, and her chuckle grew into a small laugh as she noted Lewins poor alcohol tolerance.

It's probably best if he sleeps this one off, she thought to herself as she gently lifted the young mage off the ground.

As she carried him back to the room she noticed he reflexively curled into her, burying his face into her reddish brown hair, quietly mumbling something she tried to make out, but couldn't. Once in the room she gently laid him down onto one of the stone beds, kneeling down beside him, and taking a moment to watch him sleep.

She didn't know why, but the sight of Lewin's face as he slept made her relaxed. She placed her head in one hand, elbow propped up on the bed, as she began to tug the gauntlet off her other hand. After a few seconds of struggle her hand was free, and she began to gently stroke his hair. It felt just as silky as she thought, like the dresses her mother used to wear, and Uthgerd's smile widened as Lewin let out a small moan.

She couldn't help herself...

Leaning forward, her mouth met his, the soft feeling of his lips bringing that warm feeling to full bear.

It.. It was love... Wasn't it?

She reluctantly left his mouth, slightly fearful that the roughness of her own lips would wake him, and that he'd react badly to what just happened.

But he liked her didn't he? His journal had said so.

The fact that the entry was from months ago served only to further damage her self-esteem, and solidify the fear that he'd reject her.

Who would want her anyway? A brutish, hulking, beast of a woman who knew only combat.

The warm feeling now diminished, Uthgerd sighed as she stood up, and turned toward the other bed. She laid down facing Lewin, the sight of his sleeping face serving as a calming sight despite the voice in her head denouncing her hope that he would reciprocate her new-found feeling.

Soon though, sleep came on her again, and she braced herself mentally for nightmares that, for once, wouldn't come.

* * *

"Because a real woman takes what she wants," Uthgerd whispered in his ear, pulling his hand toward her breast.

Things had escalated quickly once they'd woken up.

Lewin had immediately noticed that the books on the desk had been moved, and was quick to ask whether Uthgerd had touched them or not. She'd denied, miffed at the demanding tone of his voice, and blamed it on the mysterious bandit killer. Though in truth she was plain embarrassed she'd been caught reading his journal, and wanted to avoid talking about the issue at all.

However, Lewin did, and he was furious.

"You DID read my journal! It was open, and you DID read it!" he yelled at her, grabbing her by the arm as she turned to leave.

"Why would I ever read YOUR journal! You stupid mage!" She yelled angrily, pushing him away.

Her push was stronger than expected, sending him tumbling over one of the beds and crashing into the wall.

Suddenly aware that she might've hurt him, Uthgerd practically leaped over to his crumpled form, only to have him turn away from her. He curled up into a ball, completely silent.

"I'm sorry I wrote about you, please don't hurt me," he quietly said.

She felt immediately ashamed, eyes tearing up as she realized what she'd done. She'd not just insulted the boy she loved, but she'd unintentionally made him think she hated him. She wavered for a second, unsure of what exactly TO do in this situation, and then she felt her hand beginning to take off a gauntlet. Her mind races as she placed it on the floor.

'Why am I doing this?'

She began to undo the other gauntlet.

'Won't he just push me away like I did him?'

She stepped out of a boot.

'Do I even deserve his feelings now?'

The other boot followed.

'Maybe I do, maybe I don't, but I have to let him know it was an accident,'

Her greaves slipped off easily, making a slight noise on the floor as she contemplated revealing the reasons behind her nightmares, but it felt like maybe it'd make a difference if he knew. Maybe it'd make him realize that she wasn't just some dumb warrior, fueled by rage, that attacked anything that got in her way.

Her heart was racing as she unbuckled the breast plate. This mixture of fear, anxiety, and a dash of that warm feeling bubbling up in her stomach as she approached his diminutive form.

She laid down, curling up next to him up next to him. She was taller than him, much taller, but her form contoured around his perfectly. She buried her face in his silky hair, wrapping her arms around his body, and laid there as she steeled herself for the torrent of memories she'd locked away in her mind.

"Did you remember when I told you I was going to join the Companions?"

"Y-Yeah, you said it wasn't right for you," he whispered.

"I lied. I was rejected from their ranks because I killed the boy I was supposed to spar with. I got hot-headed like I always do, angry that I was to fight such a young boy, and I lost it,"

She felt tears threaten to come as she began.

"They yelled at me to stop, Skjor and Vilkas, tried to pull me off him, but it didn't work. I just kept hitting and hitting, not even caring that he was screaming in pain the entire time. I just saw red,"

She blinked back the tears, determined to keep her stoic face as she continued.

"They finally pulled me off him, knocking sense into me with a few punches, and I saw him on the ground. He was broken Lewin, this tiny form on the ground, the shield that was too big for him laid out on his chest. After that, people didn't talk to me in Whiterun. I was called a murderer, or a wild dog. His mother cried out for my blood, and his father tried to kill me one night at the Mare,"

She pulled him even closer, feeling his hair on her face as she recounted the past.

"I-I killed his father too, when he attacked me, and the guards did nothing. I was justified they told me, and after that all I wanted to do was drink,"

"U-Uthger-,"

"I still have nightmares Lewin, I can still see the boy's face, eyes wide with fear as I beat him, and all I wanted to do was drink until I couldn't anymore. Then you came, just walked into the Mare with a smile on your face, immediately striking a conversation with me. I didn't know why you would, everyone else hated me, why didn't you? But you talked to me, and you fought with me, and you won. I was so surprised that day, and every day after that you continued to surprise me, Lewin".

Part of her wanted the tears to flow so badly, to be reduced to the crying child she had been long ago, but again she forced them back.

"That day you took the blade for me, I wanted to die that day, I wanted to take that blade, and end my life as penance for the life I stole. You took it though, and you even called me a friend after it despite how much of a bitch I was to you. I never realized you looked at me in that way. It scared me at first, but I came to terms with the fact that I liked you too. As more than a friend,"

Lewin shifted, turning to face her, staring at her with those bright eyes of his.

"I've always been taught that a true man takes what he wants, but after spending so much time with you I realize that it's not only men that are in charge,"

She leant down, kissing his soft lips, before hugging him tightly.

"Because a true woman takes what she wants as well," she whispered in his ear as she pulled his hand to her breast.

No words were exchanged as they began. Theirs mouths found each other as Uthgerd began to reach into his robes while Lewin's still gloved hands caressed her full breasts. She quickly found his swollen erection, feeling it throb in her hand, as she slowly tugged on it. He was large, surprisingly large, but she wasn't daunted as she peeled back his foreskin, exposing the tip.

"U-Uthger-," he shakily said before being cut off by her lips again.

He was like putty in her hands as she sat him up against the wall, his hardness exposed and twitching in the air. Straddling him she ground her still covered privates against him, pulling her shirt off in the process, letting her breasts bounce freely.

She leant forward, offering him the chance to suckle, and was pleasantly surprised when he immediately took it. His tongue traced her nipple, gently flicking the hardened bud, before he began to nurse on her. His free hand squeezing the other, the rough leather of his glove sending the complete opposite sensation compared to the softness of his lips. Eager to start the real fun, Uthgerd undid the ties on her loincloth, tossing it across the room as she reached down to position him just right.

His moan vibrated against her breast when she slid down on him, his size restricting her initial speed, though she enjoyed the sensation of being filled up by him. Once she'd fit him in entirely she placed her hand on the wall, the other on his shoulder, and began to slowly buck on him. Her hips gyrating on his lap as her moans became more and more audible as her gyrating turned to bouncing.

The sounds of their lovemaking echoed throughout the room, the stone floor below them slowly heating up as they continued to indulge in each others bodies. Uthgerd losing herself in the feeling of him moving inside her, not even noticing her lust reach it's peak, and bring about a feeling she hadn't felt in years. A loud moan escaped her lips as she came, clamping down hard him Lewin as she let the shock waves of pleasure roll through her entire body.

She didn't get to stay still long though, as Lewin suddenly pushed her onto her back, quickly taking charge of their lovemaking.

"I-I'm s-sorry I just can't control myself!" he hurriedly apologized before kissing her.

He began to slowly kiss his way down her body, nipping at her collarbone before settling at her breasts, resuming his vigorous suckling from before. The entire time he hammered into her, each thrust sending a wave of pleasure up her body, that combined with the sensations in her breasts, and caused her to moan loudly. Her moans spurred Lewin on, his fear of not being able to please her gone, and he began to pound even harder.

Uthgerd was lost in lust, the only thing she was able to focus on was how good Lewin felt in her, and how close she was to another orgasm. She didn't have to wait long however, as Lewin suddenly came, and the feeling of hot semen being shot into her pushed her over the edge. She clamped down on him, locking her legs and arms around him as she came, pulling his face in for a passionate kiss.

After their orgasms died down, they laid in that position for a while, letting their bodies cool off from the heat of their lovemaking before Lewin spoke up.

"Aren't we supposed to be looking for the sword?"

His innocent question made Uthgerd smile as she kissed him, enjoying the taste of his lips for a few seconds before responding.

"Later Lewin, I want to sleep with you,"

Reluctantly leaving the floor, the couple climbed onto the bed, Uthgerd pulling the young mage close as he draped the thin blanket over them.

As they lay there, sleep about to fall over them, Lewin pulled her arm close to him before whispering something to her.

"I love you Uthgerd,"

"I love you too Lewin,"


End file.
